Common use of HSR Filings Clause in Contracts

HSR Filings. If a filing is required pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the issuance to the Participant of any shares of Common Shares pursuant to this Award, compliance with the requirements of the HSR Act shall be a condition precedent to any such issuance. In such event, the Company, on the one hand, and the Participant, on the other hand, shall, prior to such issuance, (i) as promptly as practicable, make, or cause or be made, all filings and submissions required under the HSR Act, and (ii) use their commercially reasonable efforts to obtain, or cause to be obtained, consent in respect of such filings and submissions (or the termination or expiration of the applicable waiting period, as applicable); provided, however, any filing or submission fees required of any person or entity in connection with any such filings or submissions required under the HSR Act shall be paid by the Company. By: Title: Address: PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PHANTOM SHARES SUBJECT TO THIS AWARD SHALL VEST AND BECOME SETTLED, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of tax and legal counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. Participant hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be resolved in accordance with the Plan. Participant further agrees to notify the Company upon any change in the address for notice indicated in this Agreement. DATED: SIGNED: PARTICIPANT Address: The number of Target Phantom Shares that vest (if any) shall be determined by the level of achievement of certain performance measures for each of the Measurement Periods (as defined below) during the 3-year period commencing January 1, 2018 and ending December 31, 2020 (the “Performance Period”). The performance measures are “Leveraged Metrics (Debt/EBITDAX),” “Reserves Replacement,” “▇▇▇/▇▇▇” and “Safety (TRIR)” (together, the “Performance Measures” and each, individually, a “Performance Measure”) and a description of how each measure is calculated in provided below. The number of Target Phantom Shares earned (if any) is based on the achievement level of the Performance Measures. Following the end of each Measurement Period, but in no event later than sixty (60) days following the end of such Measurement Period (each such date, a “Vesting Date”), the level of achievement of each of the Performance Measures for such Measurement Period shall be determined and the results for each Performance Measure shall be weighted 30% (or 10% in the case of Safety (TRIR)) to determine the number of Target Phantom Shares earned (if any) during the Measurement Period. The overall results of each Performance Measure during a Measurement Period shall be weighted 33.33% (or 33.34% for the final Measurement Period during the Performance Period) to determine the number of Target Phantom Shares earned (if any) during the entire Performance Period. The following chart shows the payout as a percentage of the Target Phantom Shares for the 2018 Measurement Period (as defined below) based on the level of achievement of the Performance Measures during the 2018 Measurement Period. The performance achievement level to achieve a specified payout as a percentage of Target Phantom Shares for subsequent Measurement Periods following the 2018 Measurement Period and during the Performance Period will be determined by the Committee in its discretion no later than June 30, 2018 and such performance achievement levels will be set forth in an amended Schedule I provided to the Participants no later than July 15, 2018. In determining the level of performance achieved and the number of Phantom Shares earned, the Committee will interpolate on a straight-line basis between the points on the chart below and shall have the discretion to adjust the number of Phantom Shares earned upward or downward, but in no event shall more than 200% of the Target Phantom Shares be earned for the entire Performance Period or 66.66% of the Target Phantom Shares for each Measurement Period (or 66.68% for the final Measurement Period during the Performance Period). In general, except as provided below with respect to certain terminations of the Participant’s Continuous Service, the Participant must be employed on the applicable Vesting Date in order to become vested in the applicable portion of the Phantom Shares. 2018 Performance Achievement Level 4.7x 4.5x 4.2x 4.0x 3.8x 3.5x 3.3x Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level 0% 70% 80% 100% 120% 130% 150% Payout as a Percentage of the 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level $11.25 $11.00 $10.75 $10.50 $10.40 $10.20 $10.00 Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level 1.3 1.2 1.1 1.0 0.9 0.8 0.7 Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% “Leverage Metric” shall be calculated as the Company’s net debt to EBITDAX as presented by the Company, subject to adjustment for acquisitions, divestitures and non-recurring items.

HSR Filings. If a filing it is required pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the issuance to the Participant of any shares of Common Shares pursuant to this Award, compliance with the requirements of determined that the HSR Act will be applicable to the transactions contemplated by this Agreement, then each Party shall be a condition precedent use commercially reasonable efforts to any submit such issuance. In such event, the Company, on the one hand, and the Participant, on the other hand, shall, prior to such issuance, (i) as promptly as practicable, makefilings no later than [___________], or cause or such other period as may be made, all filings and submissions required mutually agreed between the Parties. No Party shall request early termination of the waiting period under the HSR Act. The Parties shall promptly furnish each other with copies of any notices, correspondence or other written communication from the relevant Governmental Authority, shall promptly make any appropriate or necessary subsequent or supplemental filings and (ii) use their commercially reasonable efforts to obtain, or cause to be obtained, consent shall cooperate in respect the preparation of such filings as is reasonably necessary and submissions appropriate (or the termination or expiration of the applicable waiting period, as applicable); provided, howeverthat such filings and attachments need not be exchanged with, or preapproved by, the other Party and provided, further, that any filing or submission fees required exchange of any person or entity information between Seller and Purchaser in connection with any such filings or submissions required shall be done in a manner that complies with applicable antitrust Laws). If HSR Act filings are required, the filing fee under the HSR Act shall be paid by Purchaser. . Notwithstanding the Company. Byforegoing, nothing in Sections V.1 through V.5, inclusive, shall require, or be construed to require, Purchaser or Seller or any of their respective Affiliates to agree to: Title: Address: PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PHANTOM SHARES SUBJECT TO THIS AWARD SHALL VEST AND BECOME SETTLED(a) sell, IF AT ALLhold, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Purchaser or Seller or any of their respective Affiliates (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARDother than pursuant to this Agreement). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. Participant acknowledges receipt ; (b) waive any of a copy of the Plan, represents that he their respective conditions to Closing set forth in Section VI.1 and Section VI.2; or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all (c) any modification or waiver of the terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice conditions of tax and legal counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. Participant hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be resolved in accordance with the Plan. Participant further agrees to notify the Company upon any change in the address for notice indicated in this Agreement. DATED: SIGNED: PARTICIPANT Address: The number Title Report, Survey, Title Insurance Commitment and Title Insurance Policy Matters. Within thirty (30) days after the Execution Date, Purchaser shall, at Seller’s cost and expense, use commercially reasonable efforts to obtain a preliminary title report with respect to each parcel of Target Phantom Shares real property comprising the Project Site or that vest (if any) shall be determined by is the level subject of achievement of certain performance measures for each of a Project Real Property Agreement, including the Measurement Periods (as defined below) during the 3-year period commencing January 1, 2018 and ending December 31, 2020 Easements (the “Performance PeriodPreliminary Title Report”). The performance measures are “Leveraged Metrics (Debt/EBITDAX),” “Reserves Replacement,” “▇▇▇/▇▇▇” and “Safety (TRIR)” (together, the “Performance Measures” and each, individually, a “Performance Measure”) and a description of how each measure is calculated in provided below. The number of Target Phantom Shares earned (if any) is based on the achievement level of the Performance Measures. Following the end of each Measurement Period, but in no event later than Within sixty (60) days following after Purchaser’s receipt of the end Preliminary Title Report, Purchaser shall, at Seller’s cost and expense, use commercially reasonable efforts to obtain a current ALTA/ACSM survey of such Measurement Period the Project Site prepared by a [licensed surveyor / Certified Federal Surveyor (each such date, a CFedS) acceptable to Purchaser]42 (the “Vesting DateSurveyor”), in form and substance acceptable to Purchaser (the level “Survey”), which Survey shall be in the name of, and prepared at the direction of achievement Purchaser. Within thirty (30) days after Purchaser’s receipt of the Survey, Purchaser shall use commercially reasonable efforts to obtain a commitment for title insurance issued by the Title Company (the “Title Insurance Commitment”), to issue on the Closing Date, at Seller’s cost and expense, a title insurance policy insuring Purchaser’s rights in each parcel of real property comprising the Project Site or that is the subject of a Project Real Property Agreement, including the Improvements and the Easements as appurtenant easements, that: (a) is in form and substance as Purchaser may reasonably approve and contains such requirements, modifications and endorsements as Purchaser may reasonably require; (b) contains such additional affirmative coverage (at Purchaser’s cost and expense) as Purchaser may reasonably request; (c) is in such amount as Purchaser may negotiate with the Title Company; (d) insures that Purchaser is the sole fee owner of each parcel of real property comprising the Performance Measures for such Measurement Period shall be determined Project Site and the results for each Performance Measure shall be weighted 30% (or 10% in sole holder of all rights, title and interests granted under the case of Safety (TRIR)) to determine the number of Target Phantom Shares earned (if any) during the Measurement Period. The overall results of each Performance Measure during a Measurement Period shall be weighted 33.33% (or 33.34% for the final Measurement Period during the Performance Period) to determine the number of Target Phantom Shares earned (if any) during the entire Performance Period. The following chart shows the payout as a percentage of the Target Phantom Shares for the 2018 Measurement Period (as defined below) based on the level of achievement of the Performance Measures during the 2018 Measurement Period. The performance achievement level to achieve a specified payout as a percentage of Target Phantom Shares for subsequent Measurement Periods following the 2018 Measurement Period and during the Performance Period will be determined by the Committee in its discretion no later than June 30, 2018 and such performance achievement levels will be set forth in an amended Schedule I provided to the Participants no later than July 15, 2018. In determining the level of performance achieved and the number of Phantom Shares earned, the Committee will interpolate on a straight-line basis between the points on the chart below and shall have the discretion to adjust the number of Phantom Shares earned upward or downward, but in no event shall more than 200% of the Target Phantom Shares be earned for the entire Performance Period or 66.66% of the Target Phantom Shares for each Measurement Period (or 66.68% for the final Measurement Period during the Performance Period). In general, except as provided below with respect to certain terminations of the Participant’s Continuous Service, the Participant must be employed on the applicable Vesting Date in order to become vested in the applicable portion of the Phantom Shares. 2018 Performance Achievement Level 4.7x 4.5x 4.2x 4.0x 3.8x 3.5x 3.3x Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level 0% 70% 80% 100% 120% 130% 150% Payout as a Percentage of the 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level $11.25 $11.00 $10.75 $10.50 $10.40 $10.20 $10.00 Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level 1.3 1.2 1.1 1.0 0.9 0.8 0.7 Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% “Leverage Metric” shall be calculated as the Company’s net debt to EBITDAX as presented by the CompanyProject Real Property Agreements, subject to adjustment for acquisitions, divestitures Permitted Liens and non-recurring itemsPermitted Encumbrances; (e) names Purchaser as the insured; (f) is issued as of the Closing Date by the Title Company; and (g) shows as exceptions only the Permitted Liens and the Permitted Encumbrances (the “Title Insurance Policy”).

HSR Filings. If a filing is (a) As promptly as practicable after the date of this Agreement, each of the parties hereto will make any filings required pursuant by the HSR Act to be made by it in order to consummate the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), transactions contemplated hereby and required in connection with the issuance conversion of Class C Common Stock to the Participant of any shares of Class A Common Shares pursuant to this AwardStock, compliance and each party hereto will cooperate with the requirements of the HSR Act shall be a condition precedent to any such issuance. In such event, the Company, on the one hand, and the Participant, on the other hand, shall, prior to such issuance, (i) as promptly as practicable, make, or cause or be made, all filings and submissions required under the HSR Act, and (ii) use their commercially reasonable efforts to obtain, or cause to be obtained, consent in respect of such filings and submissions (or the termination or expiration of the applicable waiting period, as applicable); provided, however, any filing or submission fees required of any person or entity party hereto in connection with any such filings required by the HSR Act. Notwithstanding anything to the contrary contained herein, nothing in this Agreement will require any Person, whether pursuant to an order of the Federal Trade Commission or submissions the United States Department of Justice or otherwise, to dispose of any assets, lines of business or equity interests, or otherwise take any action that would materially affect its business, in order to obtain the consent of the Federal Trade Commission or the United States Department of Justice to the transactions contemplated by this Agreement. Each of the parties hereto shall promptly provide the other party (or its counsel) copies of all filings made and any materials submitted in connection with the HSR Act. The Class C Common Stock issued to Purchaser (i) may be converted by Purchaser into Class A Common Stock only if all consents, approvals or authorizations of, or declarations to or filings with, any governmental authority, including, without limitation, filings required under the HSR Act shall and the termination or expiration of any applicable waiting period under the HSR Act, as may be paid by required for such conversion have been obtained or made, as the Company. By: Title: Address: PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PHANTOM SHARES SUBJECT TO THIS AWARD SHALL VEST AND BECOME SETTLEDcase may be, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. Participant acknowledges receipt of a copy to the reasonable satisfaction of the Plan, represents that he or she is familiar with the terms Company and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of tax and legal counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. Participant hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be resolved in accordance with the Plan. Participant further agrees to notify the Company upon any change in the address for notice indicated in this Agreement. DATED: SIGNED: PARTICIPANT Address: The number of Target Phantom Shares that vest (if anyii) shall be determined by converted at such time. (b) If Purchaser informs the level of achievement of certain performance measures for each Company in writing at least five (5) business days prior to the Closing that none of the Measurement Periods consents, approvals, authorizations or filings described in clause (as defined belowi) during the 3-year period commencing January 1, 2018 and ending December 31, 2020 (the “Performance Period”). The performance measures are “Leveraged Metrics (Debt/EBITDAX),” “Reserves Replacement,” “▇▇▇/▇▇▇” and “Safety (TRIR)” (together, the “Performance Measures” and each, individually, a “Performance Measure”) and a description of how each measure is calculated in provided below. The number of Target Phantom Shares earned (if any) is based on the achievement level of the Performance Measures. Following immediately preceding sentence are required, then the end Company shall sell, and the Purchaser shall purchase hereunder, shares of each Measurement Period, but Class A Common Stock in no event later than sixty (60) days following the end of such Measurement Period (each such date, a “Vesting Date”), the level of achievement of each lieu of the Performance Measures for such Measurement Period shares of Class C Common Stock described in Section 1B ---------- above, and this Section 5 shall be determined and the results for each Performance Measure shall be weighted 30% (or 10% in the case of Safety (TRIR)) to determine the number of Target Phantom Shares earned (if any) during the Measurement Periodno longer apply. The overall results of each Performance Measure during a Measurement Period shall be weighted 33.33% (or 33.34% for the final Measurement Period during the Performance Period) to determine the number of Target Phantom Shares earned (if any) during the entire Performance Period. The following chart shows the payout as a percentage of the Target Phantom Shares for the 2018 Measurement Period (as defined below) based on the level of achievement of the Performance Measures during the 2018 Measurement Period. The performance achievement level to achieve a specified payout as a percentage of Target Phantom Shares for subsequent Measurement Periods following the 2018 Measurement Period and during the Performance Period will be determined by the Committee in its discretion no later than June 30, 2018 and such performance achievement levels will be set forth in an amended Schedule I provided to the Participants no later than July 15, 2018. In determining the level of performance achieved and the number of Phantom Shares earned, the Committee will interpolate on a straight-line basis between the points on the chart below and shall have the discretion to adjust the number of Phantom Shares earned upward or downward, but in no event shall more than 200% of the Target Phantom Shares be earned for the entire Performance Period or 66.66% of the Target Phantom Shares for each Measurement Period (or 66.68% for the final Measurement Period during the Performance Period). In general, except as provided below with respect to certain terminations of the Participant’s Continuous Service, the Participant must be employed on the applicable Vesting Date in order to become vested in the applicable portion of the Phantom Shares. 2018 Performance Achievement Level 4.7x 4.5x 4.2x 4.0x 3.8x 3.5x 3.3x Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level 0% 70% 80% 100% 120% 130% 150% Payout as a Percentage of the 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level $11.25 $11.00 $10.75 $10.50 $10.40 $10.20 $10.00 Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level 1.3 1.2 1.1 1.0 0.9 0.8 0.7 Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% “Leverage Metric” shall be calculated as the Company’s net debt to EBITDAX as presented by the Company, subject to adjustment for acquisitions, divestitures and non-recurring items.---------

HSR Filings. If a filing is required pursuant Spark reasonably determines in good faith prior to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act exercise of 1976, as amended (an Option for a Potential Target that the “exercise of such Option requires HSR Act”), in connection with the issuance to the Participant of any shares of Common Shares pursuant to this Award, compliance with the requirements of the HSR Act shall be a condition precedent to any such issuance. In such event, the Company, on the one hand, and the Participant, on the other hand, shall, prior to such issuance, (i) as promptly as practicable, make, or cause or be made, all filings and submissions required Clearance under the HSR Act, and (ii) use their commercially reasonable efforts to obtain, or cause to be obtained, consent in respect Spark shall provide written notice of such filings determination to Selecta in its notice of exercise such Option for such Potential Target. If HSR Filings are required, each Party shall use Commercially Reasonable Efforts to prepare and submissions (or file its respective HSR Filing as promptly as is practicable. The Parties will cooperate with one another to the termination or expiration of extent necessary in the applicable waiting period, as applicable); provided, however, any filing or submission fees required preparation of any person or entity such HSR Filings. [**] shall be responsible for [**], incurred by such Party in connection with any such filings or the preparation and filing of submissions required to the FTC and DOJ (“Antitrust Authority”) under the HSR Act in accordance with this Section 2.9 and [**] shall be paid by the Companyresponsible for all HSR Act filing fees in connection therewith. By: Title: Address: PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PHANTOM SHARES SUBJECT TO THIS AWARD SHALL VEST AND BECOME SETTLED, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Plan in The Parties shall use their entirety, has had an opportunity respective Commercially Reasonable Efforts to obtain HSR Clearance for the advice exercise of tax such Option and legal counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. Participant hereby agrees resolve as promptly as practicable any objections that all disputes arising out of or relating may be asserted with respect to this Agreement and or the Plan shall be resolved in accordance with the Plantransactions contemplated by this Agreement under any antitrust, competition or trade regulatory law. Participant further agrees to Specifically, without limitation, each Party shall: (i) promptly notify the Company upon any change other of, and if in writing, furnish the address for notice indicated in this Agreement. DATED: SIGNED: PARTICIPANT Address: The number other with copies of Target Phantom Shares that vest (if any) shall be determined by the level of achievement of certain performance measures for each of the Measurement Periods (as defined below) during the 3-year period commencing January 1or, 2018 and ending December 31, 2020 (the “Performance Period”). The performance measures are “Leveraged Metrics (Debt/EBITDAX),” “Reserves Replacement,” “▇▇▇/▇▇▇” and “Safety (TRIR)” (together, the “Performance Measures” and each, individually, a “Performance Measure”) and a description of how each measure is calculated in provided below. The number of Target Phantom Shares earned (if any) is based on the achievement level of the Performance Measures. Following the end of each Measurement Period, but in no event later than sixty (60) days following the end of such Measurement Period (each such date, a “Vesting Date”), the level of achievement of each of the Performance Measures for such Measurement Period shall be determined and the results for each Performance Measure shall be weighted 30% (or 10% in the case of Safety (TRIR)oral communications, advise the other of) to determine the number of Target Phantom Shares earned (if any) during the Measurement Period. The overall results of each Performance Measure during a Measurement Period shall be weighted 33.33% (any communications from or 33.34% for the final Measurement Period during the Performance Period) to determine the number of Target Phantom Shares earned (if any) during the entire Performance Period. The following chart shows the payout as a percentage of the Target Phantom Shares for the 2018 Measurement Period (as defined below) based on the level of achievement of the Performance Measures during the 2018 Measurement Period. The performance achievement level to achieve a specified payout as a percentage of Target Phantom Shares for subsequent Measurement Periods following the 2018 Measurement Period and during the Performance Period will be determined by the Committee in its discretion no later than June 30, 2018 and such performance achievement levels will be set forth in an amended Schedule I provided to the Participants no later than July 15, 2018. In determining the level of performance achieved and the number of Phantom Shares earned, the Committee will interpolate on a straight-line basis between the points on the chart below and shall have the discretion to adjust the number of Phantom Shares earned upward or downward, but in no event shall more than 200% of the Target Phantom Shares be earned for the entire Performance Period or 66.66% of the Target Phantom Shares for each Measurement Period (or 66.68% for the final Measurement Period during the Performance Period). In general, except as provided below with any Antitrust Authority with respect to certain terminations such Option exercise for such Potential Target, (ii) permit the other to review and discuss in advance, and consider in good faith the view of the Participantother in connection with, any proposed written or oral communication with any Antitrust Authority, (iii) not participate in any substantive meeting or have any substantive communication with any Antitrust Authority unless it has given the other Party a reasonable opportunity to consult with it in advance and, to the extent permitted by such Antitrust Authority, gives the other the opportunity to attend and participate therein, (iv) furnish the other Party’s Continuous Serviceoutside legal counsel with copies of all filings and communications between it and any such Antitrust Authority with respect to such Option exercise for such Potential Target; provided that such material may be redacted as necessary (1) to comply with contractual arrangements, (2) to address good faith legal privilege or confidentiality concerns and (3) to comply with applicable Law, (v) furnish the Participant must be employed on the applicable Vesting Date in order to become vested in the applicable portion of the Phantom Shares. 2018 Performance Achievement Level 4.7x 4.5x 4.2x 4.0x 3.8x 3.5x 3.3x Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level 0% 70% 80% 100% 120% 130% 150% Payout as a Percentage of the 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level $11.25 $11.00 $10.75 $10.50 $10.40 $10.20 $10.00 Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level 1.3 1.2 1.1 1.0 0.9 0.8 0.7 Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% “Leverage Metric” shall be calculated other Party’s outside legal counsel with such necessary information and reasonable assistance as the Companyother Party’s net debt outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to EBITDAX any such Antitrust Authority, and (vi) use Commercially Reasonable Efforts to respond as presented soon as practicable to requests for information by the Company, subject to adjustment for acquisitions, divestitures and non-recurring itemsany Antitrust Authority.

HSR Filings. If As promptly as possible and, in any event, no later than five (5) Business Days following the date hereof, the Company and each Investor required to file shall file with the U.S. Federal Trade Commission (“FTC”) and the U.S. Department of Justice (“DOJ”) all forms and other documents required from each of them under the HSR Act for the consummation of the transactions contemplated hereby. Each of those filings shall request early termination of the waiting period under the HSR Act, and the Company and each Investor shall reasonably cooperate with each other in promptly producing such additional information as those authorities may reasonably require to allow for early termination to be granted. Each Investor required to so file shall pay all administrative or other filing fees associated with the filings submitted under the HSR Act in connection with, or related to, the Transactions (including by reason of any Investor’s investment pursuant hereto). The Company and each filing Investor shall: (a) reasonably cooperate with one another in preparing and submitting their respective filings under the HSR Act; (b) notify each other promptly of any material written or oral communication received from, and provide copies of written communication with, the FTC or the DOJ relating to those filings or the transactions contemplated hereby; (c) provide each other in advance, with a filing is required pursuant reasonable opportunity for comment thereon, drafts of any contemplated communication to the FTC or the DOJ relating to those filings or the transactions contemplated hereby; (d) provide each other reasonable advance notice of any non-ministerial meeting or conference with the FTC or the DOJ relating to those filings or the transactions contemplated hereby, and, unless prohibited by the FTC or the DOJ, permit each other to participate therein; provided, that, to the extent reasonably necessary to protect confidential information, the above communications and meetings may be redacted or limited to outside counsel for the relevant parties. The Company and each Investor shall use reasonable best efforts to comply with the HSR Act and satisfy the condition set forth in Section 6.01(d) hereto as promptly as possible and, in any event, no later than the Outside Date; provided, however, that nothing in this Section 6.2 shall, and the “reasonable best efforts” of ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall in connection with the issuance to the Participant of any shares of Common Shares pursuant to this Award, compliance with the requirements of the HSR Act shall be a condition precedent to any such issuance. In such no event, the Company, on the one hand, and the Participant, on the other hand, shall, prior require ▇▇▇▇▇▇▇ or any of its Affiliates to such issuance, agree to (i) as promptly as practicablesell, makelicense or otherwise dispose of, or cause hold separate and agree to sell, license or be madeotherwise dispose of, all filings and submissions required under any entities, assets or facilities of the HSR ActCompany or any of its Subsidiaries or any entity, and facility or asset of such ▇▇▇▇▇▇▇ or any of its Affiliates, (ii) use their commercially reasonable efforts to obtainterminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or cause (iv) enter into new licenses or other agreements. The Company shall not agree to be obtainedtake, consent in respect of such filings and submissions (or the termination or expiration otherwise take, any of the applicable waiting period, as applicable); provided, however, any filing or submission fees required of any person or entity measures described in connection with any such filings or submissions required under the HSR Act shall be paid by the Company. By: Title: Address: PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PHANTOM SHARES SUBJECT TO THIS AWARD SHALL VEST AND BECOME SETTLED, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT clauses (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. Participant acknowledges receipt of a copy i) through (iv) of the Planimmediately preceding sentence, represents that he or she is familiar except with the terms and provisions thereof, and hereby accepts this Award subject to all prior written consent of the terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of tax and legal counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. Participant hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be resolved in accordance with the Plan. Participant further agrees to notify the Company upon any change in the address for notice indicated in this Agreement. DATED: SIGNED: PARTICIPANT Address: The number of Target Phantom Shares that vest (if any) shall be determined by the level of achievement of certain performance measures for each of the Measurement Periods (as defined below) during the 3-year period commencing January 1, 2018 and ending December 31, 2020 (the “Performance Period”). The performance measures are “Leveraged Metrics (Debt/EBITDAX),” “Reserves Replacement,” “▇▇▇/▇▇▇” and “Safety (TRIR)” (together, the “Performance Measures” and each, individually, a “Performance Measure”) and a description of how each measure is calculated in provided below. The number of Target Phantom Shares earned (if any) is based on the achievement level of the Performance Measures. Following the end of each Measurement Period, but in no event later than sixty (60) days following the end of such Measurement Period (each such date, a “Vesting Date”), the level of achievement of each of the Performance Measures for such Measurement Period shall be determined and the results for each Performance Measure shall be weighted 30% (or 10% in the case of Safety (TRIR)) to determine the number of Target Phantom Shares earned (if any) during the Measurement Period. The overall results of each Performance Measure during a Measurement Period shall be weighted 33.33% (or 33.34% for the final Measurement Period during the Performance Period) to determine the number of Target Phantom Shares earned (if any) during the entire Performance Period. The following chart shows the payout as a percentage of the Target Phantom Shares for the 2018 Measurement Period (as defined below) based on the level of achievement of the Performance Measures during the 2018 Measurement Period. The performance achievement level to achieve a specified payout as a percentage of Target Phantom Shares for subsequent Measurement Periods following the 2018 Measurement Period and during the Performance Period will be determined by the Committee in its discretion no later than June 30, 2018 and such performance achievement levels will be set forth in an amended Schedule I provided to the Participants no later than July 15, 2018. In determining the level of performance achieved and the number of Phantom Shares earned, the Committee will interpolate on a straight-line basis between the points on the chart below and shall have the discretion to adjust the number of Phantom Shares earned upward or downward, but in no event shall more than 200% of the Target Phantom Shares be earned for the entire Performance Period or 66.66% of the Target Phantom Shares for each Measurement Period (or 66.68% for the final Measurement Period during the Performance Period). In general, except as provided below with respect to certain terminations of the Participant’s Continuous Service, the Participant must be employed on the applicable Vesting Date in order to become vested in the applicable portion of the Phantom Shares. 2018 Performance Achievement Level 4.7x 4.5x 4.2x 4.0x 3.8x 3.5x 3.3x Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level 0% 70% 80% 100% 120% 130% 150% Payout as a Percentage of the 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level $11.25 $11.00 $10.75 $10.50 $10.40 $10.20 $10.00 Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level 1.3 1.2 1.1 1.0 0.9 0.8 0.7 Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% “Leverage Metric” shall be calculated as the Company’s net debt to EBITDAX as presented by the Company, subject to adjustment for acquisitions, divestitures and non-recurring items▇.

HSR Filings. If a filing is required pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the issuance to the Participant of any shares of Common Shares Stock pursuant to this Award, compliance with the requirements of the HSR Act shall be a condition precedent to any such issuance. In such event, the Company, on the one hand, and the Participant, on the other hand, shall, prior to such issuance, (i) as promptly as practicable, make, or cause or be made, all filings and submissions required under the HSR Act, and (ii) use their commercially reasonable efforts to obtain, or cause to be obtained, consent in respect of such filings and submissions (or the termination or expiration of the applicable waiting period, as applicable); provided, however, any filing or submission fees required of any person or entity in connection with any such filings or submissions required under the HSR Act shall be paid by the Company. By: Title: Address: PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PHANTOM SHARES SUBJECT TO THIS AWARD SHALL VEST AND BECOME SETTLED, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of tax and legal counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. Participant hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be resolved in accordance with the Plan. Participant further agrees to notify the Company upon any change in the address for notice indicated in this Agreement. DATED: SIGNED: PARTICIPANT Address: The number of Target Phantom Shares that vest (if any) shall be determined by the level of achievement of certain performance measures for each of the Measurement Periods (metrics as defined below) shown in the chart below during the 35-year period commencing January 1, 2018 2017 and ending December 31, 2020 2021 (the “Performance Period”). The performance measures are “Leveraged Metrics (Debt/EBITDAX),” “Reserves Replacement,” “▇▇▇/▇▇▇” and “Safety (TRIR)” (together25% or greater 200 % 20% 180 % 15% 160 % 10% 140 % 5% 120 % 0% 100 % -5% 80 % -10% 60 % -15% 40 % -20% 20 % -25% or greater 0 % Per the chart above, the “Performance Measures” and each, individually, a “Performance Measure”) and a description of how each measure is calculated in provided below. The number of Target Phantom Shares earned (if any) is based on the achievement level of the Performance MeasuresDelta. Following the end of each Measurement Period, but in no event later than sixty (60) days following the end of such Measurement Period (each such date, a “Vesting Date”), the level of achievement of each of the Performance Measures Delta for such Measurement Period shall be determined and the results for each Performance Measure shall be weighted 30% (or 10% in the case of Safety (TRIR)) to determine the number of Target Phantom Shares earned (if any) during the Measurement Period. The overall results of each Performance Measure during a Measurement Period shall be weighted 33.33% (or 33.34% for the final Measurement Period during the Performance Period) to determine the number of Target Phantom Shares earned (if any) during the entire Performance Period. The following chart shows the payout as a percentage of the Target Phantom Shares for the 2018 Measurement Period (as defined below) based on the level of achievement of the Performance Measures during the 2018 Measurement Period. The performance achievement level to achieve a specified payout as a percentage of Target Phantom Shares for subsequent Measurement Periods following the 2018 Measurement Period and during the Performance Period will be determined by the Committee in its discretion no later than June 30, 2018 and such performance achievement levels will be set forth in an amended Schedule I provided to the Participants no later than July 15, 201820%. In determining the level of performance achieved and the number of Phantom Shares earned, the Committee will interpolate on a straight-line basis between the points on the above chart below and shall have the discretion to adjust the number of Phantom Shares earned upward or downward, but in no event shall more than 200% of the Target Phantom Shares be earned for the entire Performance Period or 66.6640% of the Target Phantom Shares for each Measurement Period (or 66.68% for the final Measurement Period during the Performance Period). In general, except as provided below with respect to certain terminations of the Participant’s Continuous Service, the Participant must be employed on the applicable Vesting Date in order to become vested in the applicable portion of the Phantom Shares. 2018 Performance Achievement Level 4.7x 4.5x 4.2x 4.0x 3.8x 3.5x 3.3x Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level 0% 70% 80% 100% 120% 130% 150% Payout as a Percentage of the 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level $11.25 $11.00 $10.75 $10.50 $10.40 $10.20 $10.00 Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level 1.3 1.2 1.1 1.0 0.9 0.8 0.7 Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% “Leverage Metric” shall be calculated as the Company’s net debt to EBITDAX as presented by the Company, subject to adjustment for acquisitions, divestitures and non-recurring items.

HSR Filings. If a filing is required pursuant by Applicable Laws, after the Execution Date, both Parties shall file the appropriate notices with respect to the transactions contemplated hereby as promptly as reasonably practicable with the United States Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) under the ▇▇▇▇-▇ ▇▇▇▇▇-▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Each of the Parties shall promptly supply the other with any information that may reasonably be required in order to effectuate the filings under the HSR Act. Each of the Parties shall notify the other promptly upon receipt from the FTC or DOJ in connection with any filing made under the HSR Act and of any request for amendments or supplements to any such filings or of any substantive communications with, and any other substantive inquiries or requests for additional information from, the FTC and DOJ. Each Party shall comply promptly, in accordance with advice received from counsel, as appropriate, with any such inquiry or request, provided, however, that neither Party shall be required to consent to the divestiture or other disposition of any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy, and each Party and its Affiliates shall have no obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that ▇▇▇▇▇ will pay the filing fees incurred by both Parties in connection with the issuance filings required pursuant to the Participant HSR Act. In the event the Parties determine that HSR filings are required, the Effective Date shall not be deemed to have occurred and this Agreement (other than this Article 15) shall not be binding until the HSR Clearance Date. As used herein, the “HSR Clearance Date” means the earlier of: (a) the date on which the FTC or DOJ shall notify the Parties of any shares of Common Shares pursuant to this Award, compliance with the requirements early termination of the waiting period under the HSR Act shall be a condition precedent to any such issuance. In such event, Act; or (b) the Company, date on which the one hand, and the Participant, on the other hand, shall, prior to such issuance, (i) as promptly as practicable, make, or cause or be made, all filings and submissions required applicable waiting period under the HSR Act, and (ii) use their commercially reasonable efforts to obtain, or cause to be obtained, consent in respect of such filings and submissions (or the termination or expiration of the applicable waiting period, as applicable); provided, however, any filing or submission fees required of any person or entity in connection with any such filings or submissions required under the HSR Act shall be paid by the Company. By: Title: Address: PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PHANTOM SHARES SUBJECT TO THIS AWARD SHALL VEST AND BECOME SETTLED, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions agreed extension thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereofexpires. Participant has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of tax and legal counsel prior to executing this Agreement, and fully understands all Notwithstanding any other provisions of this Agreement and to the Plan. Participant hereby agrees that all disputes arising out of or relating to contrary, either Party may terminate this Agreement and the Plan shall be resolved in accordance with the Plan. Participant further agrees to notify the Company effective upon any change in the address for notice indicated in this Agreement. DATED: SIGNED: PARTICIPANT Address: The number of Target Phantom Shares that vest (if any) shall be determined by the level of achievement of certain performance measures for each of the Measurement Periods (as defined below) during the 3-year period commencing January 1, 2018 and ending December 31, 2020 (the “Performance Period”). The performance measures are “Leveraged Metrics (Debt/EBITDAX),” “Reserves Replacement,” “▇▇▇/▇▇▇” and “Safety (TRIR)” (together, the “Performance Measures” and each, individually, a “Performance Measure”) and a description of how each measure is calculated in provided below. The number of Target Phantom Shares earned (if any) is based on the achievement level of the Performance Measures. Following the end of each Measurement Period, but in no event later than sixty (60) days following the end of such Measurement Period (each such date, a “Vesting Date”), the level of achievement of each of the Performance Measures for such Measurement Period shall be determined and the results for each Performance Measure shall be weighted 30% (or 10% in the case of Safety (TRIR)) to determine the number of Target Phantom Shares earned (if any) during the Measurement Period. The overall results of each Performance Measure during a Measurement Period shall be weighted 33.33% (or 33.34% for the final Measurement Period during the Performance Period) to determine the number of Target Phantom Shares earned (if any) during the entire Performance Period. The following chart shows the payout as a percentage of the Target Phantom Shares for the 2018 Measurement Period (as defined below) based on the level of achievement of the Performance Measures during the 2018 Measurement Period. The performance achievement level to achieve a specified payout as a percentage of Target Phantom Shares for subsequent Measurement Periods following the 2018 Measurement Period and during the Performance Period will be determined by the Committee in its discretion no later than June 30, 2018 and such performance achievement levels will be set forth in an amended Schedule I provided to the Participants no later than July 15, 2018. In determining other Party if the level of performance achieved and HSR Clearance Date has not occurred on or before the number of Phantom Shares earned, date that is [**] after the Committee will interpolate on a straight-line basis between the points on the chart below and shall have the discretion to adjust the number of Phantom Shares earned upward or downward, but in no event shall more than 200% of the Target Phantom Shares be earned for the entire Performance Period or 66.66% of the Target Phantom Shares for each Measurement Period (or 66.68% for the final Measurement Period during the Performance Period). In general, except as provided below with respect to certain terminations of the Participant’s Continuous Service, the Participant must be employed on the applicable Vesting Date in order to become vested in the applicable portion of the Phantom Shares. 2018 Performance Achievement Level 4.7x 4.5x 4.2x 4.0x 3.8x 3.5x 3.3x Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level 0% 70% 80% 100% 120% 130% 150% Payout as a Percentage of the 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level $11.25 $11.00 $10.75 $10.50 $10.40 $10.20 $10.00 Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level 1.3 1.2 1.1 1.0 0.9 0.8 0.7 Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% “Leverage Metric” shall be calculated as the Company’s net debt to EBITDAX as presented by the Company, subject to adjustment for acquisitions, divestitures and non-recurring itemsParties make their respective HSR filings.

HSR Filings. If a filing is required pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the issuance to the Participant of any shares of Common Shares Stock pursuant to this Award, compliance with the requirements of the HSR Act shall be a condition precedent to any such issuance. In such event, the Company, on the one hand, and the Participant, on the other hand, shall, prior to such issuance, (i) as promptly as practicable, make, or cause or be made, all filings and submissions required under the HSR Act, and (ii) use their commercially reasonable efforts to obtain, or cause to be obtained, consent in respect of such filings and submissions (or the termination or expiration of the applicable waiting period, as applicable); provided, however, any filing or submission fees required of any person or entity in connection with any such filings or submissions required under the HSR Act shall be paid by the Company. By: Title: Address: PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PHANTOM SHARES SUBJECT TO THIS AWARD SHALL VEST AND BECOME SETTLED, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of tax and legal counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. Participant hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be resolved in accordance with the Plan. Participant further agrees to notify the Company upon any change in the address for notice indicated in this Agreement. DATED: SIGNED: PARTICIPANT Address: The number of Target Phantom Shares that vest (if any) shall be determined by the level of achievement of certain performance measures for each of the Measurement Periods (metrics as defined below) shown in the chart below during the 35-year period commencing January 1, 2018 2017 and ending December 31, 2020 2021 (the “Performance Period”). The performance measures are “Leveraged Metrics (Debt/EBITDAX),” “Reserves Replacement,” “▇▇▇/▇▇▇” and “Safety (TRIR)” (togetherPer the chart above, the “Performance Measures” and each, individually, a “Performance Measure”) and a description of how each measure is calculated in provided below. The number of Target Phantom Shares earned (if any) is based on the achievement level of the Performance MeasuresDelta. Following the end of each Measurement Period, but in no event later than sixty (60) days following the end of such Measurement Period (each such date, a “Vesting Date”), the level of achievement of each of the Performance Measures Delta for such Measurement Period shall be determined and the results for each Performance Measure shall be weighted 30% (or 10% in the case of Safety (TRIR)) to determine the number of Target Phantom Shares earned (if any) during the Measurement Period. The overall results of each Performance Measure during a Measurement Period shall be weighted 33.33% (or 33.34% for the final Measurement Period during the Performance Period) to determine the number of Target Phantom Shares earned (if any) during the entire Performance Period. The following chart shows the payout as a percentage of the Target Phantom Shares for the 2018 Measurement Period (as defined below) based on the level of achievement of the Performance Measures during the 2018 Measurement Period. The performance achievement level to achieve a specified payout as a percentage of Target Phantom Shares for subsequent Measurement Periods following the 2018 Measurement Period and during the Performance Period will be determined by the Committee in its discretion no later than June 30, 2018 and such performance achievement levels will be set forth in an amended Schedule I provided to the Participants no later than July 15, 201820%. In determining the level of performance achieved and the number of Phantom Shares earned, the Committee will interpolate on a straight-line basis between the points on the above chart below and shall have the discretion to adjust the number of Phantom Shares earned upward or downward, but in no event shall more than 200% of the Target Phantom Shares be earned for the entire Performance Period or 66.6640% of the Target Phantom Shares for each Measurement Period (or 66.68% for the final Measurement Period during the Performance Period). In general, except as provided below with respect to certain terminations of the Participant’s Continuous Service, the Participant must be employed on the applicable Vesting Date in order to become vested in the applicable portion of the Phantom Shares. 2018 Performance Achievement Level 4.7x 4.5x 4.2x 4.0x 3.8x 3.5x 3.3x Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level 0% 70% 80% 100% 120% 130% 150% Payout as a Percentage of the 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level $11.25 $11.00 $10.75 $10.50 $10.40 $10.20 $10.00 Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level 1.3 1.2 1.1 1.0 0.9 0.8 0.7 Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% “Leverage Metric” shall be calculated as the Company’s net debt to EBITDAX as presented by the Company, subject to adjustment for acquisitions, divestitures and non-recurring items.

HSR Filings. If In the event that the Purchaser reasonably believes that the filing of a filing Notification and Report Form pursuant to the HSR Act (as defined below) is required with respect to the exchange of the Purchased Notes or the conversion of the Purchased Notes or the Series A Preferred Stock, the Company shall use its reasonable best efforts to cooperate with the Purchaser (including by making such filing and supplying as promptly as reasonably practicable any information and documentary material that may be requested pursuant to the HSR Act) to permit such exchange or conversion. For the avoidance of doubt, in the event of the conversion of the Purchased Notes or the Series A Preferred Stock, until the HSR Date (as defined below), Purchaser (if an HSR Holder) shall only be entitled to vote a number of shares of Common Stock on any matters relating to the election, designation, removal or replacement of members of the Board of Directors to the extent that such number of shares of Common Stock together with such HSR Holder’s other shares of Common Stock and any other securities of the Company that vote on any matters relating to the election, designation, removal or replacement of members of the Board of Directors does not exceed the HSR Amount in the aggregate. For purposes of this Section 9(b), (A) “HSR Act” means the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the issuance to the Participant of any shares of Common Shares pursuant to this Award, compliance with the requirements of the HSR Act shall be a condition precedent to any such issuance. In such event, the Company, on the one handamended, and the Participantrules and regulations promulgated thereunder, on and any successor to such statute, rules or regulations, (B) “HSR Amount” means the other handnumber of voting securities of the Company that may be obtained by an Acquiring Person (as defined by the HSR Act, shallincluding the ultimate parent entity and all entities included within it, and taking into account any applicable exemptions) prior to such issuancethe HSR Date, (i) as promptly as practicable, make, or cause or be made, all filings and submissions required without incurring a notification obligation under the HSR Act, with the number and (iiclass(es) use their commercially reasonable efforts to obtain, or cause of voting securities constituting the HSR Amount to be obtaineddetermined by the HSR Holder in consultation with its legal counsel, consent in respect of such filings and submissions (C) “HSR Date” means the date on which all applicable approvals, clearances or the termination or expiration of the applicable waiting period, as applicable); provided, however, any filing or submission fees required of any person or entity in connection with any such filings or submissions required periods under the HSR Act shall be paid by the Company. By: Title: Address: PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PHANTOM SHARES SUBJECT TO THIS AWARD SHALL VEST AND BECOME SETTLED, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of tax and legal counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. Participant hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be resolved in accordance with the Plan. Participant further agrees to notify the Company upon any change in the address for notice indicated in this Agreement. DATED: SIGNED: PARTICIPANT Address: The number of Target Phantom Shares that vest (if any) shall be determined by the level of achievement of certain performance measures for each of the Measurement Periods have been obtained, expired or been terminated and (C) “HSR Holder” means a shareholder that is an Acquiring Person (as defined belowunder the HSR Act) during the 3-year period commencing January 1, 2018 and ending December 31, 2020 (the “Performance Period”). The performance measures are “Leveraged Metrics (Debt/EBITDAX),” “Reserves Replacement,” “▇▇▇/▇▇▇” and “Safety (TRIR)” (together, the “Performance Measures” and each, individually, a “Performance Measure”) and a description of how each measure is calculated in provided below. The number of Target Phantom Shares earned (if any) is based on the achievement level whose ability to acquire voting securities of the Performance Measures. Following the end of each Measurement Period, but Company in no event later than sixty (60) days following the end of such Measurement Period (each such date, a “Vesting Date”), the level of achievement of each excess of the Performance Measures for such Measurement Period shall be determined and the results for each Performance Measure shall be weighted 30% (or 10% in the case of Safety (TRIR)) to determine the number of Target Phantom Shares earned (if any) during the Measurement Period. The overall results of each Performance Measure during a Measurement Period shall be weighted 33.33% (or 33.34% for the final Measurement Period during the Performance Period) to determine the number of Target Phantom Shares earned (if any) during the entire Performance Period. The following chart shows the payout as a percentage of the Target Phantom Shares for the 2018 Measurement Period (as defined below) based on the level of achievement of the Performance Measures during the 2018 Measurement Period. The performance achievement level to achieve a specified payout as a percentage of Target Phantom Shares for subsequent Measurement Periods following the 2018 Measurement Period and during the Performance Period will be determined HSR Amount is restricted by the Committee in its discretion no later than June 30, 2018 and such performance achievement levels will be set forth in an amended Schedule I provided HSR Act prior to the Participants no later than July 15, 2018. In determining the level of performance achieved and the number of Phantom Shares earned, the Committee will interpolate on a straight-line basis between the points on the chart below and shall have the discretion to adjust the number of Phantom Shares earned upward or downward, but in no event shall more than 200% of the Target Phantom Shares be earned for the entire Performance Period or 66.66% of the Target Phantom Shares for each Measurement Period (or 66.68% for the final Measurement Period during the Performance Period). In general, except as provided below with respect to certain terminations of the Participant’s Continuous Service, the Participant must be employed on the applicable Vesting Date in order to become vested in the applicable portion of the Phantom Shares. 2018 Performance Achievement Level 4.7x 4.5x 4.2x 4.0x 3.8x 3.5x 3.3x Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level 0% 70% 80% 100% 120% 130% 150% Payout as a Percentage of the 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level $11.25 $11.00 $10.75 $10.50 $10.40 $10.20 $10.00 Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% 2018 Performance Achievement Level 1.3 1.2 1.1 1.0 0.9 0.8 0.7 Payout as a Percentage of the Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% “Leverage Metric” shall be calculated as the Company’s net debt to EBITDAX as presented by the Company, subject to adjustment for acquisitions, divestitures and non-recurring itemsHSR Date.